Saflink, IdentiPHI Announce Merger

Sep 05, 2007

Saflink Corporation, a provider of solutions designed to verify identity, secure access and increase productivity, and IdentiPHI Inc., a privately held provider of enterprise security solutions and consulting services, jointly announced recently that they have entered into a definitive merger agreement under which Saflink and IdentiPHI will combine into a single, publicly held company.

Under the terms of the merger agreement, Saflink will acquire all of the outstanding shares of IdentiPHI in a stock-for-stock transaction where all of the outstanding shares of IdentiPHI common stock will be exchanged for an aggregate of 614,981,516 shares of Saflink common stock. Upon completion of the merger, the former security holders of IdentiPHI would hold approximately 75 percent of Saflink's common stock and the security holders of Saflink would continue to hold the remaining 25 percent of Saflink's common stock. The merger agreement has been unanimously approved by both companies' boards of directors and by IdentiPHI's stockholders. The merger is subject to customary closing conditions, including the approval of Saflink's stockholders, and is expected to close by the end of 2007.

Following the completion of the merger, the combined company will operate as IdentiPHI, Inc. with its headquarters in Austin, Texas. The existing management teams will combine as a result of the merger with Steve Oyer, who took on the role of interim CEO with Saflink last September, to serve as Chairman and CEO of the combined company, and Peter Gilbert, current IdentiPHI CEO, as Vice Chairman and Senior Vice President of Sales and Marketing. From the IdentiPHI management team, John Atkinson will serve as President and Mark Norwalk as CTO for the combined company, while from the Saflink team, Jeff Dick will serve as the CFO and Brian Wilchusky as Vice President of Marketing.

The seeds of the merger were sown following the successful collaboration on the sale of Saflink's market-leading biometric middleware product lines -- SAFsolution® and SAFmodule® -- to IdentiPHI earlier this year. Subsequently, IdentiPHI was able to upgrade and seamlessly integrate this technology into its security software suite and has begun an aggressive global sales and marketing campaign. This merger brings together IdentiPHI's reputation as a trusted provider of "best in class" enterprise security solutions to major computer manufacturers, integrators and customers with Saflink's biometric security, smart card and cryptographic technologies and related patent portfolio. The combined resources create a powerful and flexible platform to launch additional integrated biometric and security solutions into the commercial and government markets.

"Our strategy over the last ten months has remained consistent and clear -- stabilize Saflink's financial condition, restructure our businesses and find the best way to monetize our core technology portfolio. This merger is the culmination of these efforts," said Steve Oyer, CEO of Saflink. "I expect the combination with IdentiPHI to provide a unique alchemy of world class sales and distribution infrastructure, state of the art security software expertise and proprietary products and technology that will be a winning combination for the customers, stockholders and employees of both companies. I appreciate the vote of confidence and significant opportunity that IdentiPHI's shareholders along with Peter Gilbert and the management team have given to me when they asked me to lead the organization. I look forward to working with this exceptional team and believe we are poised to capitalize on the tremendous growth of security initiatives worldwide."

Peter Gilbert, CEO of IdentiPHI, added, "With the growth of our business over the last few years we believe the combination of the two companies is the next logical step to accomplish our strategic objectives.

"As a public company we believe we will have the liquidity, transparency and access to the capital markets to provide us with the resources to continue the trajectory we have been on. By uniting Saflink's strong portfolio of complementary intellectual property with our current solutions, we have the opportunity to create competitive advantages within the marketplace and the ability to get them to customers through our established distribution relationships." Mr. Gilbert continued, "In addition to the strategic advantages of the merger, Steve Oyer's steady hand at Saflink during its transition was a critical factor in our decision to pursue this transaction. I strongly believe the combined company will benefit from his leadership as we continue to exploit the enormous growth potential in the enterprise security arena."